Issue 6 reads (in part): "There remains the ability for the Board to remove directors without cause, but only after a ¾ vote of the Board and consent of the EC. However, the proposal is silent on how the Board could obtain the consent of the EC." As far as I can recall, the proposal is silent on this entire matter, not only on how the EC could consent. I recall no restriction being made by the CCWG on the right of the Board to remove its Members. I SUSPECT I understand why this is there. Specifically, under the current Bylaws, Directors are appointed to the Board by the AC/SOs and NomCom, but there is nothing in the California Corporations Code (CCC) that really sactions this process. It exists because it is written in the Bylaws and no one has chosen to question it. Since we are now appointing directors using a Designator, a formal CCC process, I suspect that other parts of the CCC do not allow the removal of Directors without Designator approval. Another change I noted was the introduction of the concept of the EC Council. I support it and in fact the ALAC had drawn attention to a need for such a body, but it should really be flagged as a construct that was needed to allow the Bylaws to be clearly drafted (and then followed!) Perhaps I slept through parts of some meetings and did not read the document sufficient well, but if so, several other people I checked with had the identical lapses. It would be REALLY good if changes demanded by the CCC or by the necessity to draft clear Bylaws were highlighted so we do not end up needlessly chasing red herring concerns. Alan At 03/04/2016 08:16 AM, Mathieu Weill wrote:
Dear colleagues,
In anticipation of our calls this week, please find below a note from the lawyers group, the draft bylaws as well as an issue list.
It is important to read the lawyers notes as they quite efficiently describe the context and status of the work. Please review them for any process related question.
The purpose of our calls this week will be to address the issue list questions (questions 1-7 & 25-34 are for the CCWG, the others for CWG).
Should any other issue be added to the list based on your respective reviews, please raise your questions on the list for transparency.
Best regards,
Mathieu --------------- Depuis mon mobile, désolé pour le style
Début du message transféré :
Expéditeur: John Jeffrey via bylaws-coord <<mailto:bylaws-coord@icann.org>bylaws-coord@icann.org> Date: 3 avril 2016 13:16:28 UTC+2 Destinataire: <mailto:bylaws-coord@icann.org>bylaws-coord@icann.org Cc: "Flanagan, Sharon" <<mailto:sflanagan@sidley.com>sflanagan@sidley.com>, "Cc: Zagorin, Janet S." <<mailto:jzagorin@sidley.com>jzagorin@sidley.com>, "Hilton, Tyler" <<mailto:thilton@sidley.com>thilton@sidley.com>, ICANN-Adler <<mailto:ICANN@adlercolvin.com>ICANN@adlercolvin.com>, "Hofheimer, Joshua T." <<mailto:jhofheimer@sidley.com>jhofheimer@sidley.com>, "Mohan, Vivek" <<mailto:vivek.mohan@sidley.com>vivek.mohan@sidley.com>, "Clark, Michael A." <<mailto:mclark@sidley.com>mclark@sidley.com>, "Boucher, Rick" <<mailto:rboucher@sidley.com>rboucher@sidley.com>, Sidley ICANN CCWG <<mailto:sidleyicannccwg@sidley.com>sidleyicannccwg@sidley.com>, "Kerry, Cameron" <<mailto:ckerry@sidley.com>ckerry@sidley.com>, "McNicholas, Edward R." <<mailto:emcnicholas@sidley.com>emcnicholas@sidley.com>, Daniel Halloran <<mailto:daniel.halloran@icann.org>daniel.halloran@icann.org>, Amy Stathos <<mailto:amy.stathos@icann.org>amy.stathos@icann.org>, "Boelter, Jessica C.K." <<mailto:jboelter@sidley.com>jboelter@sidley.com>, "Fuller, Miles" <<mailto:wfuller@sidley.com>wfuller@sidley.com>, "Tam, Tennie H." <<mailto:tennie.tam@sidley.com>tennie.tam@sidley.com> Objet: [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version Répondre à : John Jeffrey <<mailto:john.jeffrey@icann.org>john.jeffrey@icann.org>
Dear Bylaws Coordination Group,
Please find attached a document DRAFT NEW ICANN BYLAWS (vers. 2Apr) (âDRAFT BYLAWSâ) for your review and discussion. As you will recall the last full draft was provided to you on 18 March, with the promise to provide another full turn of the DRAFT BYLAWS for your review today on 2 April. The DRAFT BYLAWS attached is the current working draft among the legal drafting group. There is also an Issue List attached, which are a set of additional questions and clarifications requested from the Bylaws Coordination Group.
We ask that you share the attachments with your CCWG, ICG and CWG colleagues who will be reviewing this during this critical work week
Recent Work During the past two weeks tthe legal drafting group, made up of Sidleyâs team, Adlerâs team and ICANN's Legal team reviewed and worked through mark ups and redrafts of the various sections of new ICANN Bylaws. Also, we have held four separate meetings with the Bylaws Coordination Group during this two-week period asking questions and incorporating that feedback into the new draft. There is likely to be the need for some additional discussions as we work toward a public comment version of the new ICANN bylaws.
More Work to Do There is sttill work to do on the DRAFT BYLAWS, in identifying and working through any remaining provisions in the draft that are not clear, finding any remaining open issues, improving the provisions, and polishing the draft before publication for public comment. The legal teams remain engaged in review mode and are available for questions and comments during this period.
Legal Teams have not yet âcertifiedâ Since aa) the Bylaws Coordination Group, CWG and CCWG have not yet reviewed and reacted to these DRAFT BYLAWS, b) there are still remaining open issues, and c) there is still review and polishing to be done by the legal teams the legal teams have not indicated yet that the current DRAFT BYLAWS fully meets the recommendations within the Proposals.
As we have indicated above there is still work to be done, including receiving the feedback from those reviewing these DRAFT BYLAWS this week before the legal teams will be in a position to certify the posting version for Public Comment
Next Steps
1) Now until 13 April members of CCWG, CWG, Bylaws Coordination Group, Board and ICG to complete review of these DRAFT BYLAWS and provide feedback to legal teams;
2) Now until 18 April, (with particular focus during week of 13-18 April) legal teams to update DRAFT BYLAWS woorking in coordination with the Bylaws Drafting Group;
3) 20 April posting date forr public comment period for new proposed bylaws with llegal teams supporting that the new proposed bylaws meets the proposal recommendations.